Sales Contract
Sales Contract
IMPORT - EXPORT
CONTRACT
GROUP 1
I. CONCEPT OF IMPORT-EXPORT
         CONTRACTS
               I. CONCEPT OF IMPORT - EXPORT CONTRACTS
1.1 Definition
 The Import-Export Contract is an essential
 document for both the seller (exporter) and the
 buyer (importer), demonstrating the
 agreements between the two parties
 regarding the purchase and sale of goods.
 Particularly, import-export contracts often
 involve two parties based in different
 countries, with goods needing to be
 transported between these countries.
 Therefore, the contract terms must be
 extremely precise.
               I. CONCEPT OF IMPORT - EXPORT CONTRACTS
1.1 Definition
This is how trust is built     It serves as a tool to address        It is a legal framework that
among parties engaged in       matters related to the process of     helps identify and protect
long-distance trade            buying and selling, exchanging        the rights and obligations
transactions, overcoming       goods, and helps parties plan their   of parties involved in
geographical distances         transactions as accurately and        international trade
and various other issues.      comprehensively as possible.          exchanges.
              I. CONCEPT OF IMPORT - EXPORT CONTRACTS
It serves as a tool for                     It provides the basis for the state and
commercial arbitrators and                  competent authorities to assess and
competent authorities to                    control the activities of parties to
determine the rights and                    enforce tax laws and take measures to
obligations of parties in case of           prevent and eliminate activities that
disputes.                                   violate the law.
                  I. CONCEPT OF IMPORT - EXPORT CONTRACTS
1.3. Purpose of
 Import-Export             The contract specifies the value of the transaction, the
   Contracts:              payment method, and the payment terms.
1.3. Purpose of
 Import-Export             It helps determine the responsibilities and costs related to
   Contracts:              customs procedures, export duties, and other legal issues.
  PROJECT: Negotiating about export of UHT Fresh Milk products from Vinamilk to Changsha Yiyiyuan
  Dairy Co.Ltd
   EXPORTER                                                                          IMPORTER
   Vietnam Dairy Products Joint Stock                          Changsha Yiyiyuan Dairy Co.Ltd
   Company (Vinamilk)
                                                                                   CEO: Jesses
     CEO: Nhung
                                                                     Business Manager: Quỳnh
     Secretary: Hương
                                                                   Administrative Assistant: Kim
                  I. CONCEPT OF IMPORT - EXPORT CONTRACTS
  Establish a mutually beneficial agreement that ensures the successful export of UHT Fresh Milk
  products.
  Define clear terms and conditions that govern the export process, including quality standards,
  quantity, pricing, and delivery schedules.
  Foster a long-term partnership built on trust, reliability, and efficiency in trade relations.
  Maximize profitability for both parties while maintaining competitive pricing in the market.
  Ensure the consistency of product quality and adherence to food safety regulations throughout
  the export process.
  Explore opportunities for future collaboration and expansion into new markets to further grow
  both company’s businesses.
II. PRE-NEGOTIATION
                                              2.1 IMPORTER
2.1.1 Exchanging Information/ First offer
Importer sent an email to Vinamilk company to inquiry UHT Milk Products information
      From: changshayiyuan@gmail.com.cn
      To: vinamilk@vinamilk.com.vn
      Subject: Inquiry about Vinamilk UHT Fresh Milk Products
      We are writing this letter to express interest in Vinamilk UHT Fresh Milk products and explore the
      possibility of collaborating with Changsha Yiyiyuan Dairy Co. Ltd to import and distribute these
      products in our market, this is China.
      Having conducted research, we have noted the high trust and esteem that Vinamilk UHT Fresh Milk
      products enjoy among consumers. With the aim of providing high-quality products to our market, we
      are keen to gather more detailed information about Vinamilk's UHT Fresh Milk range.
      We would like to inquire about product details and express our interest in negotiating with your
      esteemed company regarding the importation of this product.
      Your sincerely,
         Jesses
      Ceo of Changsha Yiyiyuan Dairy Company
                                                  2.1 IMPORTER
                    Entering into a potential UHT Fresh milk purchase contract with the exporting company, focusing on long-term
                    partnership and cooperation.
      S: Specific   Agreeing to purchase UHT Fresh milk in the range of 3500 PCs, with an estimated contract value of 1,382,500 CNY.
                    Negotiations commence on April 1st, 2024, and conclude by April 30th, 2024. Contract signing must be completed
                    before May 2024 under CIF Incoterms.
                    Establishing a stable supplier relationship with the exporting company for at least 2 years, spanning from 2024 to
                    2026.
                    Specifying the quantity of UHT Fresh milk to be purchased within the contract, ranging from 3500 PCs, with each unit
    M: Measurable   price between 340 - 355 CNY/PC (FOB Cat Lai port); 385 - 395 CNY/PC (CIF Shanghai port).
                    Aim to finalize clauses 1 to 5 of the contract from April 1st to April 15th, 2024, with the remaining sections resolved by
                    April 30th, 2024.
                                                  2.1 IMPORTER
                    Employ effective negotiation strategies to secure favorable terms within the contract.
    A: Attainable   Determine a reasonable pricing structure aligned with market standards and within the mutually beneficial zone
                    of possible agreement (ZOPA) for both parties.
                    Facilitate access to quality UHT Fresh milk products for local consumers, contributing to the company's growth
                    and profitability.
     R: Relevant    Expanding market reach into the Chinese market, tapping into its potential for business expansion.
                    Cultivating long-term partnerships with reliable suppliers, fostering sustainable business relationships and
                    ensuring a stable supply chain.
 With long-term experience and reputation on the China domestic market, Changsha Yiyiyuan Daisy
Company invariably has a desire to bring the best products to our customers. Therefore, we often go
towards the competitor price as well as the standard quality of the products that are provided by our
partner. In addition, this is the very first time we have made a contract with a new partner named
Vietnam Dairy Products Joint Stock Company (Vinamilk) so our priority is the commodity’s price. In other
words, we focus on financial goals first though we also pay attention to the quality of products as well as
other essential factors.
    About the unit price of the products will be: 340 - 355 CNY/PC (FOB Cat Lai port); 385 - 395 CNY/PC
    (CIF Shanghai port).
    About payment method: we hope to pay a 50% advance payment of the total value of the goods to
    the seller. Within 7 days after receiving the goods, we will settle the remaining 50% of the contract
    value.
                              2.1 IMPORTER
2.1.4.1 Batna
Batna → 340 - 355 CNY/PC (FOB Cat Lai port); 385 - 395 CNY/PC (CIF Shanghai port).
+ Product price: The price should be at 340 - 355 CNY/PC (FOB Cat Lai port); 385 - 395
CNY/PC (CIF Shanghai port).
+ The minimum price YiYi Yuan can accept is 340 CNY at FOB and 385 at CIF. It will not be
accepted if it is less than this price. Yiyi Yuan aims for a product price of 395 CNY/PC at CIF and
355 CNY/PC. The lower the price, the better.
+ Delivery:
  - Time of delivery acceptable for exporter: 5-10 days after signing contract date
                                                             2.1 IMPORTER
PRICE
                                                                                     Let's search and analyze the reasons for price increases with the
                                                                                     exporter.
   The exporter requests a price increment for UHT Fresh milk products
                                                                                     Explain that we purchased it in large quantities.
   due to market competition pressure?
                                                                                     And state that we will cooperate long-term if the exporting party
                                                                                     agrees to reduce the price.
Delivery Terms
   The exporter wants to request a change in delivery terms from CIF       Just carefully consider and calculate the FOB price, and determine
   (Cost, Insurance, Freight) to FOB (Free On Board)?                      how much it would be to provide them with an answer.
Payment Conditions
Relationship
  Dairy cow farming: Vinamilk has developed a system of professional dairy cow farms, compliant
  with international standards and Vietnamese law regulations. Currently, there are 5 operational
  dairy cow farms and 4 farms under construction.
Raw material production: Vinamilk supplies fresh dairy cow milk for milk processing factories.
  Charter capital: Vinamilk's charter capital has reached 1,550 billion Vietnamese dong.
                                          2.1 IMPORTER
     Becoming One of the 30 Largest Dairy Companies in the World: Vinamilk aims to become one
     of the 30 largest dairy companies in the world in terms of revenue.
     Leading in Highly Applicable Innovations: Vinamilk focuses on the dairy industry and related
     products, developing new products with innovation and diversifying the portfolio based on
     consumer preferences and needs
   C. Product of Vinamilk (relevant to UHT Fresh Milk)
     Vinamilk 100% Fresh Milk is produced from high-quality fresh ingredients that meet high-
     quality standards. It is available in various packaging options: 1L carton, 180ml, and 110ml.
                                            2.1 IMPORTER
2.1.5 Collect information
  C. Product of Vinamilk (relevant to UHT Fresh Milk)
  Vinamilk Green Farm UHT Milk is high-quality fresh milk sourced from modern Vinamilk Green Farm farms in
  Vietnam. The Green Farm farms are located in the provinces of Tay Ninh (South), Quang Ngai (Central), and
  Thanh Hoa (North).
  Vinamilk Green Farm is priced higher than regular UHT milk but remains affordable compared to organic milk.
                                           2.1 IMPORTER
2.1.5 Collect information
  D. Competitors (relevant to UHT Fresh Milk)
Vinamilk is confronting intense competition from rivals in the dairy industry, particularly within the UHT
Fresh Milk segment. Here are some of Vinamilk's competitors:
TH true Milk: The dairy brand under TH Group has experienced remarkable revenue growth. From 2017 to
2020, TH true Milk's revenue surged by nearly 49%, reaching 5.5 trillion Vietnamese dong.
VPMilk: Another formidable competitor, VPMilk, has also witnessed a fivefold revenue increase, reaching
150 billion Vietnamese dong during the same period.
Ale Milk Company: A rising player in the dairy industry, Ale Milk Company, is actively challenging Vinamilk
and other competitors.
                                     2.1 IMPORTER
2.2.5 Collect information
POLITICAL LEGICAL
                              PESTLE OF VIETNAM
        ECONOMICAL                                         TECHNOLOGICAL
                            SOCIAL                  ENVIRONMENT
                                           2.1 IMPORTER
2.1.5 Collect information
                                       PESTLE OF VIETNAM
Political:
        Vietnam's political stability provides favorable conditions for Vinamilk's business growth.
        The government supports businesses through policies on tax, credit, and workforce training, reducing
        costs for Vinamilk and enhancing its competitiveness.
Economic:
      Stable economic growth and rising average income increase the demand for milk consumption,
      potentially boosting Vinamilk's production and sales.
      Stable milk prices and controlled inflation create favorable conditions for planning production and
      pricing for businesses.
                                               2.1 IMPORTER
2.1.5 Collect information
                                           PESTLE OF VIETNAM
Social:
          Vietnam's population is growing rapidly, especially with a large number of young people, indicating a
          potential market for milk and related products.
          The growing trends in health and vegetarianism create opportunities for Vinamilk to expand its plant-
          based milk products to meet diverse market demands.
Technological:
      Modern technology applied in farming, production, and processing enhances productivity and product
      quality for Vinamilk.
      Investment in technology helps Vinamilk improve production efficiency and reduce costs, thereby
      increasing competitiveness in the market.
                                            2.1 IMPORTER
  2.1.5 Collect information
                                        PESTLE OF VIETNAM
Environmental:
       Vietnam's geography and climate may affect dairy farming, but advanced technologies can minimize
       risks and enhance production efficiency.
       Investment in technology and proper farming practices can help Vinamilk ensure a stable and quality
       milk supply.
Legal:
       Regulations on food quality and safety ensure that Vinamilk's milk meets export market standards and
       requirements.
       Tax and customs policies may affect Vinamilk's pricing and profits from export and import activities
                                              2.1 IMPORTER
2.1.6 Building relationship
                                                            Source: Amazon.com
                                          2.1 IMPORTER
2.1.6 Building relationship
Propose our partner to sign a cooperation
agreement for long-term mutual development. This
is truly necessary to perform a formal signing
ceremony when we are toward a long-term
relationship.
We are very honored to receive email inquiries from your company about our UHT Fresh Milk products.
We are writing this email to respond to the issues your company mentioned. Hopefully this email will be a bridge between us to successful
cooperation in the future.
Regarding product quality, as you have learned about our company, our company is an experienced and reputable company in the field of
manufacturing dairy products in Vietnam and that is why your company can completely trust the quality of products that our company brings. For
more details about the quality and characteristics of the product, you can refer to the file we attached to this email.
Regarding the number of products we can provide, our company is very confident in its ability to produce large quantities to meet your
company's needs.
Regarding price, we are committed to offering preferential prices for your company because we hope to have long-term cooperation with your
company. Prices will also be adjusted to suit the quantity of goods you order. Our company hopes to have negotiations to discuss this issue
further and will sign a contract if both parties satisfy their needs.
The negotiation period we expect will take place this April. We hope that your company will give us feedback on the specific time the negotiation
can take place.
Best regards,
Tuyet Nhung
CEO of Vinamilk
                                               2.2 EXPORTER
                       Signing the potential UHT Fresh milk sale contract, potential Chinese customers and strengthening
                       partnerships and cooperation with Chinese partners in the long-term.
                       We require the partner company to purchase UHT Fresh milk in the quantity of 120,400 kg, the contract
         S: Specific   value is about 138,000,000 CNY.
                       The negotiation should be started 1st April 2024 and finished before 30th April 2024. The order is delivered
                       under CIF terms according to Incoterms and the contract should be signed before May 2024.
                       Maintain relationships with Chinese partners and become a long-term supplier with them for at least 2
                       years, from 2024 to 2026.
                       The quantity of goods agreed upon in the contract should be 3500 PCs and the value of each barrel is from
       M: Measurable   345-360 CNY/PC (FOB Cat Lai port), 390-410 CNY/PC (CIF Shanghai port)
                       From 1st April, 2024 to 15th April, 2024, we should complete and agree on clauses 1,2,3,4,5. The remaining
                       parts will be negotiated and agreed upon from 15th April, 2024 to before 1st May, 2024.
                                                 2.2 EXPORTER
                    Use masterful negotiation techniques to get the contract signed with the best objectives.
    A: Attainable   Determine the reasonable price of goods in accordance with market standards and within the buyer's ZOPA
                    zone.
                    Help our company get big projects and achieve high profits.
     R: Relevant    Approach to the potential Chinese market.
                    Increase the number of potential customers and long-term cooperation relationships.
                    The negotiation should be started 1st April 2024 and finished before 1st May 2024.-
    T: Time-bound   Goals need to start from the moment the contract is signed.-
                    The contract should be signed before 15th May 2024.
                       2.2 EXPORTER
2.2.3 Our Precedence
2.2.4.1 Batna
Batna → 345-360 CNY/PC (FOB Cat Lai port), 390-410 CNY/PC (CIF Shanghai port).
   + Product price: The price should be at 345-360 CNY/PC (FOB Cat Lai port), 390-410
   CNY/PC (CIF Shanghai port). The higher the price, the better.
   + Quantity: VNM wishes to sell the largest quantity of products possible. If the quantity
   is too small, the profit will be insignificant.
   + Delivery:
       Time of Delivery: 7 days after signing the contract date.
   + Payment Conditions: VNM wishes to export with L/C at sight payment method. The
   lowest form of payment that VNM can accept T/T in advance is 50%.
                                                              2.2 EXPORTER
2.2.4 Set your limits
  2.2.4.2 What if
PRICE
                                                                                  Check your BATNA again. Don't agree right away with the importer's
     The importer does not agree with the standard contract and wants a
                                                                                  first request. Offer a slight price reduction from the initial price, but
     further reduction in price.
                                                                                  stay within your BATNA.
Delivery Terms
     The importer wants to request a change in delivery terms from CIF       Just carefully consider and calculate the FOB price, and determine
     (Cost, Insurance, Freight) to FOB (Free On Board)?                      how much it would be to provide them with an answer.
Payment Conditions
Relationship
                                                       Invite them to visit the milk factory and dairy farm. Simultaneously,
     Importer doesn’t believe our company              demonstrate the quality standards we have achieved as well as our
                                                       position in the global market.
                        2.2 EXPORTER
          2.2.5 Collect information
          Changsha Yiyiyuan Dairy Co.Ltd
Changsha Yiyiyuan Dairy Co.Ltd, located on the bank of the Huaihe River, was
COMPANY
             founded in 2008. As a well-known local brand in Anhui, it has grown up with
             generations of Anhui people.
             Changsha Yiyiyuan has won many awards such as "Anhui Province Famous
             Trademark", "National Agricultural Products Processing Demonstration Unit",
             and "China Green Food Certification". It is the only enterprise in Anhui Province
             with the qualification to produce infant formula milk powder.
             Changsha Yiyiyuan has its own pure natural plain pasture, more than 80 brands
             of pasteurized milk, room temperature milk, baby powder, adult powder, etc.,
             and a total of 12 international standard dairy production lines. Changsha
             Yiyiyuan has gone through more than 60 years, and has always provided safe,
             nutritious and fresh products, wholeheartedly meeting the health needs of
             different consumers, benefiting every day and staying healthy every year.
                     2.2 EXPORTER
          2.2.5 Collect information
          Changsha Yiyiyuan Dairy Co.Ltd
COMPANY      In 2012, Changsha Yiyiyuan’s main business income reached 1.3 billion
             yuan.
COMPANY
             Yiyiyuan pure milk production line invested in New Zealand was
             approved. In July of the same year, the enterprise transformed
             technological innovation, and promoted the transformation of
             China's dairy industry from "Made in China" to "Intelligently Made
             in China".
PRODUCT
          Cereal fruit flavored UHT Fresh Milk
             The golden oatmeal grains are plump, elastic and smooth, and paired with fruit
             pieces, it’s a great meal replacement tool for replenishing hunger and energy.
          Bottled fresh milk
             The exclusive ranch is close to you, the pasteurization process is more nutritious,
             and the raw milk formula is more fragrant.
                       2.2 EXPORTER
          2.2.5 Collect information
PRODUCT
          Pasture fresh milk
                 100% raw milk source, 3.3g/100ml, high-quality milk protein.
          Pure way of beauty and health
                 100% pure milk formula
          Changsha Yiyiyuan pure milk
                 100% pure milk formula, from the Ministry of Agriculture demonstration farm,
                 using ultra-high temperature instant sterilization process
                         2.2 EXPORTER
              2.2.5 Collect information
COMPETITORS
POLITICAL LEGICAL
                               PESTLE OF CHINA
        ECONOMICAL                                         TECHNOLOGICAL
                            SOCIAL                  ENVIRONMENT
                                2.2 EXPORTER
 2.2.5 Collect information
Business and technology      China also has some          Though ecology does
are intricately related.     restrictions on the          not majorly affect the
Technical innovations        investment of foreign        growth of a country, it
affect the capacity of       companies. It may            may have some indirect
production, resulting in a   decrease the number of       impact. China has
surge in business            international companies      experienced rapid
revenue                      investing in the market of   growth in the last few
                             the country.                 decades, and as a result,
                                                          there is urbanization.
                                        2.2 EXPORTER
2.2.6 Building relationship
Write emails to build relationships and express your desire for long-term and serious cooperation.
 Giving gifts is a highly valued tradition in Chinese culture. In business, partner gifts demonstrate
 the strength and potential of the gift giver. At the same time, show respect for the gift recipient.
 Therefore, choosing a gift for your Chinese partner should definitely not be done lightly. Besides,
 Chinese businessmen are extremely fond of feng shui, they believe and work according to feng
 shui. Therefore, feng shui gifts are also extremely popular with them. We will give the CEO of the
 Chinese company a gold-plated Pi Xiu statue in a box.
 Sincerely invite the Chinese CEO to visit Vinamilk's farm and advanced manufacturing factory in
 Binh Duong.
III. STRATEGIES AND TACTICS
                      3.1 Importer predict to use in the negotiation
 Promise:
 The importer can promise to ensure full and timely payment for milk orders, thereby
 building trust and stability with suppliers.
 Promise special discounts for the next cooperation
 Recommendation
 A proposal is a suggestion for resolving an issue during negotiations. It's used to seek
 agreement from all parties involved. Effective proposals should be backed by reasons and
 specific evidence.
                      3.1 Importer predict to use in the negotiation
   Reward
   "Giving a greeting gift."
   In negotiations regarding expanding a partnership, one party may promise to provide
   special incentives or discounts to the partner if they agree to sign the agreement.
   Normative Appeal:
   The importer can persuade by presenting standards on food safety and product quality
   to request the supplier to adhere to these standards.
                   3.1 Importer predict to use in the negotiation
 Question:
 Implementation: The importer can inquire about Vinamilk's production
 process, product quality, or export policies.
                     3.1 Importer predict to use in the negotiation
   No:
   Implementation: The importer can refuse terms that are not suitable or do
   not meet their requirements.
   Example: "We cannot accept this proposed price as it exceeds our budget."
    Interrupting:
   Implementation: The importer can interrupt to quickly voice opinions or
   address issues before continuing negotiations.
   Example: "Sorry for the interruption, but can we discuss this a bit further? I'd
   like to understand more about your delivery terms."
                      3.1 Exporter predict to use in the negotiation
 Promise:
 The milk exporter can promise to ensure consistent and high-quality supply of
 Vinamilk products to the importer, thereby fostering trust and stability in the
 partnership.
 Offer special discounts for future cooperation to incentivize the importer to continue
 the partnership.
 Recommendation:
 Provide a proposal backed by reasons and evidence for expanding the partnership.
 This could include market analysis showing the potential benefits of increased
 collaboration or testimonials from satisfied customers.
                      3.1 Exporter predict to use in the negotiation
 Reward:
 Give the gift for the first time meeting
 Offer a greeting gift or special reward as a token of appreciation if the importer
 agrees to expand the partnership with Vinamilk. This gesture can help strengthen the
 relationship between the two parties.
 Normative Appeal:
 Persuade the importer to adhere to food safety and product quality standards by
 highlighting Vinamilk's commitment to these standards. Provide evidence of
 Vinamilk's certifications and quality control measures to assure the importer of the
 product's integrity.
                       3.1 Exporter predict to use in the negotiation
Refusal:
State refusal of terms that are unsuitable or fail to meet the importer's requirements.
Example: "We cannot accept the proposed price as it exceeds our budget."
Question:
Inquire about Vinamilk's production process, product quality, or export policies to
ensure they meet the importer's standards and requirements.
                       3.1 Exporter predict to use in the negotiation
 Recommendation:
 Propose providing special incentives or discounts in future collaborations if the importer
 agrees to sign a long-term contract with Vinamilk.
 Reward:
 Commit to providing a greeting gift or a special reward if the importer agrees to expand the
 partnership with Vinamilk.
 Normative Appeal:
 Utilize standards on food safety and product quality to persuade the importer to adhere to
 these standards, thereby enhancing trust and stability in the partnership.
COMMODITY
           UHT MILK PRODUCTS
Vinamilk
 100%
Organic
                     UHT MILK PRODUCTS
 100%
              in Vietnam.
              Purebred Organic cattle breed.
Organic       Natural Organic grassland.
              100% Organic food source.
              Environmentally friendly green farm.
           UHT MILK PRODUCTS
Vinamilk
 Green
  Farm
                   UHT MILK PRODUCTS
Vinamilk
 Green
  Farm
CONTRACT
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